Tenstorrent Reports $1.29 Billion Sold, Twenty Times the Offering It Filed Last Year

Tenstorrent Holdings Inc. reported $1,286,829,662 sold to 134 investors in a Form D filed with the Securities and Exchange Commission on September 9, 2026 (accession 0002031944-26-000001). The notice covers an offering of $1,416,015,946, leaving $129,186,284 unsold, and gives a date of first sale of August 26, 2026.

It is the second Form D the Austin company has filed in fourteen months, not its first. A notice filed July 10, 2025 (accession 0002031944-25-000001) reported an offering of $65,798,515, fully sold to 34 investors. The offering disclosed this month is 21.5 times that size.

What the filings show

Both notices claim the Rule 506(b) exemption (code 06b), classify the issuer under 'Other Technology,' and answer 'Decline to Disclose' to the revenue-range question. Neither reports sales commissions or finders fees. The September filing is a new notice rather than an amendment, and its August 26, 2026 date of first sale places the reported sales in the two weeks before it was filed.

The filing lists eight related persons at 7717 Southwest Parkway, Austin, Texas: James Keller, shown as both executive officer and director, and directors Greg Reichow, Jean-Sebastien Cournoyer, Milos Trajkovic, Keith Witek, Sungjae An, Jin Woo Choi and Gabriele Papievyte. The issuer is a Delaware corporation with a year of incorporation of 2023.

That 2023 incorporation date matters for reading the record. An earlier registrant, TENSTORRENT INC. (CIK 0001718995), gives its jurisdiction as Canada at the federal level and filed Form D notices in 2017, 2018, 2019 and 2021. Its last notice, a June 10, 2021 amendment, reported $164,035,666 sold to 34 investors. The Delaware holding company that filed this month is a separate registrant, and the SEC record does not state the relationship between the two.

• —Amount sold: $1,286,829,662 across 134 investors (accession 0002031944-26-000001, filed 2026-09-09)
• —Total offering: $1,416,015,946; remaining: $129,186,284
• —Date of first sale: 2026-08-26; exemption: Rule 506(b)
• —Prior notice: $65,798,515 fully sold to 34 investors (accession 0002031944-25-000001, filed 2025-07-10)
• —Revenue range: Decline to Disclose, on both notices

What registered funds carry it at

Three registered funds disclosed Tenstorrent positions in Form NPORT-P portfolio reports this year, and their marks do not line up.

ARK Venture Fund valued Tenstorrent Holdings at $81.39 a share for the period ended January 30, 2026, and $89.42 for the period ended April 30, 2026. Fidelity Select Portfolios, reporting for its Select Technology Portfolio, valued Tenstorrent's Series D-1 preferred at $75.63 a share for the period ended May 31, 2026. One month later, Variable Insurance Products Fund IV, reporting for its VIP Technology Portfolio and filed through the same Fidelity filer as the Select report, valued the same Series D-1 at $111.61.

The like-for-like comparison is the Fidelity pair: two portfolios advised by the same sponsor, both naming Series D-1 preferred, 47.6 percent apart with one month between reporting dates. ARK's holdings are titled only 'Tenstorrent Holdings Inc.' with no series designation, so its $89.42 is context rather than a directly comparable mark; set against it, the Select Technology figure struck a month later is 15.4 percent lower. Every position is reported at fair value level 3, the tier for holdings with no observable market input, and the two Fidelity funds flag the securities as restricted while ARK does not.

Both Fidelity portfolios also hold a Tenstorrent instrument titled 'CONV 15% 12/31/2026,' a convertible carrying a 15 percent rate and a December 31, 2026 date. Select Technology carried $3,096,200 of it at $3,158,124, about 102 percent of face. VIP Technology carried $382,100 of it at $534,940, about 140 percent of face.

• —ARK Venture Fund: $81.39 (period 2026-01-30), $89.42 (period 2026-04-30)
• —Fidelity Select Technology Portfolio: Series D-1 $75.63, D-2 $73.16, C-1 $71.67 (period 2026-05-31)
• —VIP Technology Portfolio: Series D-1 $111.61, D-2 $109.23, C-1 $107.81 (period 2026-06-30)
• —All positions reported at fair value level 3

Twelve access vehicles have pooled money into the name

Separate from the company's own notices, twelve series vehicles naming Tenstorrent have filed Form Ds with the SEC since 2023, and eleven of them report a dollar amount. Together those eleven report $66,695,020 sold across 490 investor slots.

Six are series of Node Master LLC and date from 2023 and 2024: a September 2023 series reporting $4,378,600 from 19 investors, and five June 2024 series reporting $7,275,000, $5,500,000, $3,000,000, $2,000,000 and $2,500,000, three of which report a single investor each.

Five more are series of HII Tenstorrent LLC, all filed in 2026, each with a $50,000 minimum and Hiive Markets Limited (CRD 316580) named as the compensated recipient. HII Tenstorrent-01 reports $5,674,090 from 99 investors and -02 reports $25,292,100 from 243, both with a first sale of May 29, 2026. HII Tenstorrent-05 and -06 report $1,169,448 from 24 investors and $8,905,782 from 84, both with a first sale of August 31, 2026, five days after the date of first sale on the company's own notice. A twelfth vehicle, ZDN VC LLC - Series Tenstorrent, reports $1,000,000 from one investor with a first sale of July 30, 2026.

One filing does not reconcile internally: HII TENSTORRENT-04 reports $0 sold against a $15,000,000 offering while listing 122 investors and a June 23, 2026 date of first sale. AltStreet has left that filing out of the totals above rather than guess which field is right.

Why it matters

The size of the step-up is the part the filings support directly. A company that reported a fully sold $65.8 million offering in July 2025 disclosed an offering more than twenty times larger fourteen months later, with the first sale of the new round dated two weeks before the notice went in. Both notices answer 'Decline to Disclose' on revenue, so the filings give no way to set either figure against a revenue base.

What the filings do not settle is whether all of the $1,286,829,662 is new cash. A Form D's total-amount-sold line is not restricted to cash subscriptions, and both Fidelity funds carry a Tenstorrent convertible dated December 31, 2026. Conversion of an instrument like that into a priced round could help explain part of the amount without representing fresh cash. The filing carries no clarification of response on the sales figure, so the composition is not disclosed either way, and AltStreet is not asserting that any conversion occurred.

The spread across fund marks is the second thing worth holding onto. Level 3 valuations are estimates, and estimates from different advisers at different dates are expected to differ. A 47.6 percent gap between two portfolios advised by the same sponsor, both naming Series D-1, one month apart, is a wide result for that expectation, and it falls in the window during which the new offering was being priced.

For readers working out what access to this company actually looks like, AltStreet's guide to buying Tenstorrent stock pre-IPO sets out the twelve SPV series that have filed their own Form D notices, the $50,000 minimums on the Hiive series, and the registered-fund marks in full.

AltStreet has also published a video walkthrough of the Tenstorrent filings, the SPV series and the fund marks: watch the Tenstorrent pre-IPO video.

What the filings do not show

The Form D does not disclose a valuation, a price per share, the identity of any investor, the use of proceeds, or the security's terms beyond the equity and 'security to be acquired' checkboxes. It does not state whether the $129,186,284 remaining is expected to sell, or whether the notice will be amended.

The NPORT-P marks are each adviser's own fair value estimate as of a period end, not transaction prices, and none of the reports states the methodology behind a mark. The per-share figures above are AltStreet's arithmetic on the reported value and balance fields, not numbers printed in the filings. Only the two Fidelity portfolios identify the share class they hold, both Series D-1; ARK's rows name no series, so a comparison between ARK's mark and either Fidelity mark is not established to be a comparison of the same security.

The SEC record does not state the corporate relationship between Tenstorrent Holdings Inc. and the Canadian registrant TENSTORRENT INC., and AltStreet has not established it from filings. The series vehicles named above are separate issuers, and their dollars are not part of the company's raise. The five HII series are vehicles of Hiive, which operates a secondary marketplace: per Hiive's own description of its model they buy existing shares from current holders, so their proceeds go to those sellers and never appear in Tenstorrent's Form D. The Node Master and ZDN filings do not state whether those vehicles bought secondary or subscribed in a company round. In neither case are the SPV figures additive with the company's total.

Reporting on the company's financing history and on any acquisition interest in it was attributed to outlets outside AltStreet's citation allowlist and has been excluded from this article.